UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
For the quarter period ended: September 30, 1999
------------------
or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities and
Exchange Act of 1934
For the transition period from: to
------------ ------------
Commission file number: 33-5902-NY
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JUSTWEBIT.COM, INC.
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(Exact name of registrant as specified in its charter)
Nevada 22-2774460
- ------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
201 South Main Street, Suite 900, Salt Lake City, Utah 84111
- ------------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 595-0104
---------------
Superior Wireless Communications, Inc.
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Former Name of Registrant
Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes No X
--- ---
The number of shares outstanding of the registrant's Common Stock on
November 15, 1999 was 4,817,731.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The following Financial Statements of the Company and its subsidiaries
and related notes are included herein:
Consolidated Balance Sheet as of December 31, 1998 and September 30,
1999;
Consolidated Statements of Income for the three months ended September
30, 1998 and for the three months ended September 30, 1999;
Consolidated Statements of Income for the nine months ended September
30, 1998 and for the nine months ended September 30, 1999;
Consolidated Statements of Income for the three and nine months ended
September 30, 1999;
Consolidated Statement of Cash Flows for the nine months ended
September 30, 1998 and September 30, 1999;
Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
JUSTWEBIT.COM, INC.
BALANCE SHEETS
December 31, 1998 and September 30, 1999
(UNAUDITED)
<CAPTION>
ASSETS DECEMBER 31, 1998 SEPTEMBER 30, 1999
- ------ ----------------- ------------------
<S> <C> <C>
Current Assets:
Cash 2,131 44,631
Marketable Securities 0 25,000
Accounts Receivable 0 12,870
Prepaid Expenses 0 9,913
Other 0 812
----------- -----------
Total Current Assets 2,131 93,226
Property, Plant & Equipment 19,622 21,629
Other Assets:
Deposits 0 5,577
Licenses and Other 330,053 138,358
----------- -----------
330,053 143,935
TOTAL ASSETS 351,806 258,790
=========== ===========
LIABILITIES & SHAREHOLDERS EQUITY
- ---------------------------------
Current Liabilities:
Accounts Payable 93,026 72,181
Accrued Liabilities 541,170 12,571
Notes Payable 757,112 253,515
Income Taxes Payable 1,100 0
Payable - Related Parties 1,148,501 33,222
----------- -----------
Total Current Liabilities 2,540,909 371,489
Long-Term Debt 0 0
Total Liabilities 2,540,909 371,489
Shareholders Equity:
Common Stock, $.001 par value;
Authorized 50,000,000 shares;
Issued and Outstanding 1,679,895
at December 31, 1998 and 4,644,095
at September 30, 1999 1,680 4,644
Additional Paid-in Capital 2,202,768 4,355,281
Retained Earnings (Deficit) (4,393,551) (4,472,624)
----------- -----------
Total Shareholder's Equity (2,189,103) (112,699)
TOTAL LIABILITES & EQUITY 351,806 258,790
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
<TABLE>
JUSTWEBIT.COM, INC.
CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS THREE MONTHS
ENDED ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1999
------------------ ------------------
<S> <C> <C>
REVENUES 0 9,636
COST OF SALES 0 2,332
----------- -----------
GROSS PROFIT 0 7,304
OTHER INCOME 5,000 0
FORGIVENESS OF INDEBTEDNESS 0 60,381
COLLECTIONS ON NOTE PREVIOUSLY WRITTEN OFF 0 35,000
GENERAL & ADMINISTRATIVE EXPENSES:
Advertising 0 732
Marketing 0 3,750
Travel & Auto Expense 2,536 5,482
Postage & Delivery 99 258
Payroll Taxes 0 4,598
Office Expenses 1,024 564
Outside and Professional Services 0 45,373
Rent 2,000 2,400
Salaries - Officers 18,000 24,000
Salaries - Others 0 49,500
Contract Labor 0 18,443
Director's Fees 18,000 0
Depreciation & Amortization 26,054 344
Bank Charges 56 703
Insurance 1,626 1,311
Telephone Expense 1,174 4,391
Computer Expense 264 2,765
Other Taxes & Licenses 601 636
Miscellaneous Expense 328 233
----------- -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 71,762 165,483
INTEREST EXPENSE 53,902 17,307
STATE INCOME TAXES 0 0
----------- -----------
NET INCOME (LOSS) (120,664) (80,105)
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
<TABLE>
JUSTWEBIT.COM, INC.
CONSOLIDATED STATEMENTS OF INCOME
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1999
(UNAUDITED)
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1999
------------------ ------------------
<S> <C> <C>
REVENUES 0 9,636
COST OF SALES 0 2,332
----------- -----------
GROSS PROFIT 0 7,304
GROSS PROFIT OF PRIOR BUSINESS OPERATIONS (44,168) 117,299
OTHER INCOME 7,000 213
FORGIVENESS OF INDEBTEDNESS 0 71,881
COLLECTIONS ON NOTE PREVIOUSLY WRITTEN OFF 0 170,000
GENERAL & ADMINISTRATIVE EXPENSES:
Advertising 0 732
Marketing 0 3,750
Travel & Auto Expense 7,403 8,487
Postage & Delivery 493 575
Payroll Taxes 0 4,598
Office Expenses 2,263 1,025
Outside and Professional Services 3,743 60,864
Rent 7,000 5,400
Salaries - Officers 54,000 60,000
Salaries - Others 0 49,500
Contract Labor 0 18,443
Directors Fees 18,000 0
Depreciation & Amortization 78,308 4,734
Bank Charges 179 824
Insurance 2,686 1,311
Telephone Expense 4,573 5,918
Computer Expense 264 3,229
Other Taxes & Licenses 687 908
Miscellaneous Expense 1 233
----------- -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 179,600 230,531
INTEREST EXPENSE 186,123 131,938
STATE INCOME TAXES 0 0
----------- -----------
NET INCOME (LOSS) (402,891) 4,228
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
<TABLE>
JUSTWEBIT.COM, INC.
CONSOLIDATED STATEMENTS OF INCOME
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1999
(UNAUDITED)
<CAPTION>
THREE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1999 SEPTEMBER 30, 1999
------------------ ------------------
<S> <C> <C>
REVENUES 9,636 9,636
COST OF SALES 2,332 2,332
----------- -----------
GROSS PROFIT 7,304 7,304
GROSS PROFIT OF PRIOR BUSINESS OPERATIONS 0 117,299
OTHER INCOME 0 213
FORGIVENESS OF INDEBTEDNESS 60,381 71,881
COLLECTIONS ON NOTE PREVIOUSLY WRITTEN OFF 35,000 170,000
GENERAL & ADMINISTRATIVE EXPENSES:
Advertising 732 732
Marketing 3,750 3,750
Travel & Auto Expense 5,482 8,487
Postage & Delivery 258 575
Payroll Taxes 4,598 4,598
Office Expenses 564 1,025
Outside and Professional Services 45,373 60,864
Rent 2,400 5,400
Salaries - Officers 24,000 60,000
Salaries - Others 49,500 49,500
Contract Labor 18,443 18,443
Directors Fees 0 0
Depreciation & Amortization 344 4,734
Bank Charges 703 824
Insurance 1,311 1,311
Telephone Expense 4,391 5,918
Computer Expense 2,765 3,229
Other Taxes & Licenses 636 908
Miscellaneous Expense 233 233
----------- -----------
TOTAL GENERAL & ADMINISTRATIVE EXPENSES 165,483 230,531
INTEREST EXPENSE 17,307 131,938
STATE INCOME TAXES 0 0
----------- -----------
NET INCOME (LOSS) (80,105) 4,228
=========== ===========
</TABLE>
SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>
<TABLE>
JUSTWEBIT.COM, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
NINE MONTHS ENDED SEPTEMBER 30, 1998 AND SEPTEMBER 30, 1999
(UNAUDITED)
<CAPTION>
NINE MONTHS NINE MONTHS
ENDED ENDED
SEPTEMBER 30, 1998 SEPTEMBER 30, 1999
------------------ ------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss) (402,891) 4,228
Adjustments:
Depreciation and Amortization 78,308 4,734
Changes in current accounts (368,331) (100,540)
Use of Stock for Expenses 0 22,500
----------- -----------
NET CASH REQUIRED BY OPERATING ACTIVITIES (692,914) (69,078)
INVESTING ACTIVITIES
Licenses Sold/Abandoned 284,653 0
Purchase of Fixed Assets 0 (6,741)
----------- -----------
NET CASH REQUIRED BY INVESTING ACTIVITIES 284,653 (6,741)
FINANCING ACTIVITIES
Loans 268,049 33,222
Cash Received for Stock Sales 0 100,000
Repayment of Loans (175,832) (1,618,876)
Use of Stock for Debt Payments 316,079 1,603,973
----------- -----------
NET CASH PROVIDED (REQUIRED) BY INVESTING ACTIVITIES 408,296 118,319
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 35 42,500
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 1,197 2,131
----------- -----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD 1,232 44,631
=========== ===========
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
JUSTWEBIT.COM, INC.
A NEVADA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1998
AND SEPTEMBER 30, 1999
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principals for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principals for complete
financial statements. In the opinion of the Company's management, all
adjustments (consisting of normal accruals) considered necessary for a fair
presentation of these financial statements have been included.
Until August 1, 1999, the Company's activities were purely developmental. On
August 1, 1999, the Company acquired Media Rage of Utah, Inc. ("Media Rage") as
a wholly owned subsidiary. The operations of Media Rage are reflected for the
two months of August and September of 1999. Since the business operations of
Media Rage were substantially changed after the acquisition by the Company, the
financial statements have not been reported on a pro-forma basis.
NOTE 2: CAPITALIZATION
The Company was incorporated in the State of Nevada on July 24, 1984 and
authorized 200,000,000 shares of $0.001 par value common stock. On March 16,
1994 the Company effected a 1 share for 30 share reverse stock split. The split
reduced the total outstanding shares from 32,272,000 to 1,075,807. On March 16,
1994 the Company issued 6,500,000 shares of post reverse-split stock to Marrco
Communications, Inc. in the conjunction with the purchase of all of Marrco's
assets and the assumption of all of Marrco's liabilities.
On October 25, 1996 the name of the Company was changed to Superior Wireless
Communications, Inc. and each of the 6,004,836 shares of then issued and
outstanding common stock of the Corporation were exchanged for one share of
preferred stock designated as Class A Convertible Cumulative Preferred Stock
(the "Class A Preferred Stock"), par value of $.001 per share. The Class A
Preferred Stock carries a ten percent (10%) dividend, which may be paid in
common stock, and is convertible into Common Stock of the Company as of October
25, 1998 (the "Conversion Date"). The rate of this conversion was dependent on
the price of the Company's Common Stock prior to the Conversion Date.
Under the terms of the Class A Preferred Stock, all shares outstanding as of
October 16, 1998 automatically converted into common stock at a rate of five
shares of common stock for every one share of Class A Preferred Stock. This
resulted in the automatic conversion of 6,541,416 shares of Class A Preferred
Stock into 32,707,080 shares of common stock. The holders of the remaining
shares of Class A Preferred Stock that were issued after October 16, 1998,
totaling 3,767,501 shares, agreed to convert at the same rate of five shares of
common stock for every one share of Class A Preferred Stock. The latter
conversion will be effective simultaneous to the reverse stock split described
below.
<PAGE>
Effective August 16, 1999, the Company effectuated a reverse stock split at a
rate of twenty-to-one. This resulted in 2,577,229 shares of common stock being
outstanding as of that date and no preferred shares are outstanding. The Company
issued 375,000 shares of its post reverse-split common stock for the acquisition
of Media Rage of Utah, Inc.
In August of 1999, the Company completed a private placement offering by issuing
600,000 shares of its common stock for net proceeds of $125,000.
In September of 1999 the Company issued 1,066,636 shares of its common stock
settled debt to retire debt in the amount of $799,977 to a related party.
NOTE 3: RELATED PARTY TRANSACTIONS
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available, such
persons may face a conflict in selecting between the Company and their business
interests. The Company has not formulated a policy for the resolution of such
conflicts.
At September 30, 1999 the Company owed $33,222 to one officer related parties
for accrued compensation and loans made to the Company. The amount owed to
various related parties was equal to $1,148,501 as of December 31, 1998. The
Company issued 1,066,636 shares of its common stock to fully retire $799,977 to
a related party in September of 1999.
NOTE 4: INCOME TAXES
The Company has available at September 30, 1999, net operating loss
carryforwards of approximately $4.2 million which may provide future tax
benefits expiring in June of 2008.
NOTE 5: WARRANTS
As of December 31, 1998, there are 300,000 redeemable Class "B" common stock
purchase warrants to purchase common stock at a price of $2.00 per share and
25,000 redeemable Class "C" common stock purchase warrants with a price of $4.00
per share. These warrants expired March 31, 1999.
NOTE 6: SUBSEQUENT EVENTS
See "PART II - Item 5. Other Information".
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
In the quarter ended September 30, 1999 through the acquisition of
Media Rage, the Company now offers a free and instant e-commerce solution for
existing or new Web sites through a system that allows businesses to build and
maintain complete e-commerce Web sites. The systems allows simple
point-and-click site creation, catalog deployment and interfacing merchant
accounts. As of November 15, 1999, the Company has in excess of 1,000 customers
that have signed up for the Free Cart service.
It is the Company's plan to create a large recurring monthly revenue
base through banner advertisements on its hosted websites and to entice its
users to purchase cost-effective upgrades and enhancements to their websites.
The Company is not yet running banner advertisements and started to promote the
sale of its upgrades and enhancements after the end of the quarter.
The Company reported a net loss of $80,105 for the three months ended
September 30, 1999, compared to a loss of $120,664 for the three months ended
September 30, 1998. The loss in the current quarter was attributable to General
and Administrative expenses of which salaries and professional services made up
the largest portion. The salaries for the current quarter totaled $73,500 or 44%
of General & Administrative costs of $165,483. Salaries for the quarter ended
September 30, 1998 were $18,000. The increase is due to acquisition of Media
Rage and the operations thereof. Professional fees of $45,373 (27% of General &
Administrative costs) were incurred in the current quarter compared with none in
the same quarter last year. The Company incurred substantial legal and
accounting costs in the acquisition of Media Rage as well as in the
restructuring of the corporation described in Note 2 of the Notes to the
Consolidated Financial Statements.
The Company reported $9,636 in gross income for the current quarter.
This income is primarily from older hosting contracts of Media Rage that were
existing at the time of the acquisition by the Company. After the acquisition,
the Company changed the Media Rage system to accommodate the Free Cart strategy
under the JustWebit.com name. The promotion of the Company's revenue-generating
services did not commence until after the end of the current quarter. The
Company also collected $35,000 on a note receivable that had previously been
written off. Additionally, the Company booked $60,381 in forgiveness of
indebtedness income in the current quarter.
The Company has continued to operate with a working capital deficit
through the current quarter, although such deficit is substantially reduced from
December 31, 1998. As of September 30, 1999, the Company's current liabilities
of $371,489 exceeded its current assets of $93,226 by $278,263. Of this negative
working capital, $33,222 represents amounts owed to related parties.
Additionally, the Company is currently negotiating a stock settlement a payable
balance of $216,000. The Company believes that a favorable settlement will be
met by the end of the current fiscal year. The working capital deficit equaled
$2,538,778 as of December 31, 1998.
<PAGE>
PART II - OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
YEAR 2000 COMPLIANCE; YEAR 2000 READINESS DISCLOSURE
TO THE FULLEST EXTENT PERMITTED BY LAW, THE FOLLOWING DISCUSSION IS A "YEAR 2000
READINESS DISCLOSURE" WITHIN THE MEANING OF THE YEAR 2000 INFORMATION AND
READINESS DISCLOSURE ACT 105 P.L. 271.
BACKGROUND
Many of the world's computer systems and programs currently record years in a
two-digit format. Such computer systems or programs that have date-sensitive
software or hardware may recognize a date using "00" as the year 1900 rather
than the year 2000, and therefore may be unable to recognize, interpret or use
dates in and beyond the year 1999 correctly. Because the activities of many
businesses are affected by dates or are date-related, the inability of these
systems or programs to use such date information correctly could result in
system failures or disruptions and lead to disruptions of business operations in
the United States and internationally (the "Year 2000 Problem"). In the case of
the Company, such disruptions may include, among other things, an inability to
process transactions, send invoices, or engage in similar routine business
activities.
Issues relating to the Year 2000 Problem arise in a number of different contexts
in which the Company and its operating subsidiary use or access computer
programming. In its operations, the Company uses both third-party and internally
developed software programs and relies on customary telecommunications services,
as well as building and property logistical services, including, without
limitation, embedded computer-controlled systems. The Company generally will
also rely heavily upon suppliers, as well as data processing, transmission and
other services provided by third-party service providers, including, without
limitation, Internet access, online content, product distribution and delivery,
and information services.
The Company and its operating subsidiary will rely upon independent internal
local access network (LAN) computer systems. In addition, the Company and its
subsidiaries lease a portion of their office space from third parties and may
conduct business through multiple locations in major cities. Although the
operating subsidiary will, for the most part, conduct business independently, it
will substantially use similar third-party software and have common
relationships and dependencies with third party service providers.
ASSESSING THE IMPACT OF THE YEAR 2000 PROBLEM ON THE COMPANY'S OPERATIONS
The Company has reviewed its computer systems and programs, including
information technology ("IT") and non-IT systems, and has determined that they
are in compliance with the requirements of the Year 2000. The Year 2000 problem,
however, is pervasive and complex as virtually every computer operation will be
affected in some way by the rollover of the two digit year to 00. Failure of any
of the Company's third-party service providers to adequately address this issue
could result in a substantial interruption of the Company's normal plan of
operation and business affairs, and could result in significant losses from
operations. To the extent that the Company relies upon non-U.S. third-party
service providers who may be less capable or prepared than their U.S.
counterparts to address and resolve the Year 2000 problem, the Company's
operations may be subject to a greater level of risk with respect to Year 2000
compliance. Although the Company could incur substantial costs in connection
with the failure of third-party computing systems and software, such costs are
not sufficiently certain to estimate at this time.
<PAGE>
CONTINGENCY PLANNING
The Company has not developed any plan to address contingencies arising from the
inability of third-party service providers to become Year 2000 compliant in a
timely manner. Consequently, no assurance can be given that the potential
failure of third-party systems will not increase the Company's operating costs
or create uncertainties that may have an adverse effect on the Company's
operating results or financial condition.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K.
Form 8-K Dated August 11, 1999 reporting the acquisition of
Media Rage of Utah, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: November 15, 1999
JUSTWEBIT.COM, INC.
/S/ Jon Richard Marple
------------------------------------
Jon Richard Marple,
President, Chairman,
Chief Executive Officer and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000793986
<NAME> JustWebIt.com, Inc.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<EXCHANGE-RATE> 1
<CASH> 44,631
<SECURITIES> 25,000
<RECEIVABLES> 12,870
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 93,226
<PP&E> 28,724
<DEPRECIATION> (7,095)
<TOTAL-ASSETS> 258,790
<CURRENT-LIABILITIES> 371,489
<BONDS> 0
0
0
<COMMON> 4,644
<OTHER-SE> (117,343)
<TOTAL-LIABILITY-AND-EQUITY> 258,790
<SALES> 9,636
<TOTAL-REVENUES> 9,636
<CGS> 2,332
<TOTAL-COSTS> 230,531
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 131,938
<INCOME-PRETAX> 4,228
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,228
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,228
<EPS-BASIC> .00
<EPS-DILUTED> .00
</TABLE>
